-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HIIo4IxFfLJ+AvaRKVChZOfG7qz1ZaY/yGd+FaQAL7dE7t6JQ19GiM6otBF2O0zL PQxlUjOnbFYBwye7YzI1lA== 0001019687-06-000097.txt : 20060117 0001019687-06-000097.hdr.sgml : 20060116 20060117165824 ACCESSION NUMBER: 0001019687-06-000097 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20051130 FILED AS OF DATE: 20060117 DATE AS OF CHANGE: 20060117 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Ingen Technologies, Inc. CENTRAL INDEX KEY: 0000861058 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 880429044 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-28704 FILM NUMBER: 06533558 BUSINESS ADDRESS: STREET 1: 35193 AVENUE A, SUITE C CITY: YUCAIPA STATE: CA ZIP: 92399 BUSINESS PHONE: 800-259-9622 MAIL ADDRESS: STREET 1: 35193 AVENUE A, SUITE C CITY: YUCAIPA STATE: CA ZIP: 92399 FORMER COMPANY: FORMER CONFORMED NAME: CREATIVE RECYCLING TECHNOLOGIES INC DATE OF NAME CHANGE: 19980505 FORMER COMPANY: FORMER CONFORMED NAME: CLASSIC RESTAURANTS INTERNATIONAL INC /CO/ DATE OF NAME CHANGE: 19960619 FORMER COMPANY: FORMER CONFORMED NAME: CLASSIC RESTAURANTS INC/CO DATE OF NAME CHANGE: 19960604 10QSB 1 ingen_10q-113005.txt U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB (X) QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. FOR THE QUARTERLY PERIOD ENDED NOVEMBER 30, 2005 Commission File Number ___________ INGEN TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Georgia 88-0429044 ------- ---------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 35193 Avenue "A", Suite-C, Yucaipa, California 92399 ---------------------------------------------- ----- (Address of principal executive offices) (Zip Code) (800) 259-9622 -------------- (Registrant's telephone number, including area code) SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: Common Stock, no par value -------------------------- (Title of Class) Check whether the issuer: (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [ ] No [x] At November 30, 2005, 488,037,593 shares of the registrant's common stock (no par value) were outstanding. Transitional Small Business Disclosure Format (check one): YES / / NO /X/ PART I. - FINANCIAL INFORMATION ITEM 1 - FINANCIAL STATEMENTS CONSOLIDATED BALANCE SHEET (UNAUDITED) - --------------------------------------------------------------------------------------------------- November 30, 2005 2004 - --------------------------------------------------------------------------------------------------- ASSETS Current Assets Cash $ 388,135 $ 716 Accounts receivable ----------- ----------- Total current assets 388,135 716 ----------- ----------- Property and Equipment, net of accumulated depreciation of $89,409 for 2005 and $68,030 for 2004 40,637 29,807 Other Assets Patent, net of accumulated amortization of zero for 2005 and $9,964 for 2004 -- 16,941 ----------- ----------- Total other assets -- 16,941 ----------- ----------- TOTAL ASSETS $ 428,772 $ 47,464 =========== =========== LIABILITIES AND STOCKHOLDERS' DEFICIT Current Liabilities Accounts payable $ -- $ 20,000 Accrued Expenses 393,914 480,677 Litigation reserve -- 143,500 ----------- ----------- Total current liabilities 393,914 644,177 ----------- ----------- Long-term Liabilities Officer's loan 42,802 241,958 Notes Payable -- 25,000 ----------- ----------- Total long-term liabilities 42,802 266,958 ----------- ----------- Stockholders' Deficit Preferred stock, no par value, 37,000,000 authorized; issued and outstanding 33,900,000 for 2005 and zero for 2004 409,000 -- Series A preferred stock, no par value, 3,000,000 authorized; issued and outstanding 3,000,000 for 2005 and zero for 2004 30,000 -- Common stock, no par value, authorized 500,000,000 shares; issued and outstanding 488037593 for 2005 and 12,864,593 for 2004 6,580,713 5,442,153 Accumulated deficit (7,027,657) (6,305,824) ----------- ----------- Total stockholders deficit (7,944) (863,671) ----------- ----------- TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 428,772 $ 47,464 =========== =========== 1 CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED) - ------------------------------------------------------------------------------------------------------------------------- For the three months ended For the six months ended November 30, November 30, ----------------------------------- ----------------------------------- 2005 2004 2005 2004 - ------------------------------------------------------------------------------------------------------------------------- Revenue $ 234,212 $ 86,813 $ 767,084 $ 223,293 Cost of Sales 109,012 37,091 194,059 95,247 ----------------- ----------------- ----------------- ----------------- Gross Profit 125,200 49,722 573,025 128,046 Selling, General and Administrative Expenses 473,061 72,871 1,032,307 168,215 ----------------- ----------------- ----------------- ----------------- Operating Loss (347,861) (23,149) (459,282) (40,169) ----------------- ----------------- ----------------- ----------------- Other (Expenses): Interest Expenses (642) (3,629) (2,184) (6,719) ----------------- ----------------- ----------------- ----------------- Net Loss before Taxes (348,503) (26,778) (461,466) (46,888) Provision for Income Taxes 800 800 ----------------- ----------------- ----------------- ----------------- Net Loss $ (348,503) $ (26,778) $ (462,266) $ (47,688) ================= ================= ================= ================= Basic and diluted net loss per share NIL NIL NIL NIL ================= ================= ================= ================= Weighted average number of common shares 453,202,853 12,864,593 377,323,385 12864593 2 CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED) - ------------------------------------------------------------------------------------------------ For the six months ended November 30, 2005 2004 - ------------------------------------------------------------------------------------------------ Cash Flow from Operating Activities: Net Loss $ (462,266) $ (47,688) Adjustments to Reconcile Net Loss to Net Cash Used in Operations: Stock Issued for Services Accounts receivable Depreciation and Amortization 7,464 5,617 Patents, Net Increase (Decrease) in: Accounts Payable -- 7,517 Accrued Expenses 7,384 Litigation reserve (143,500) ----------- ----------- Net Cash Used in Operating Activities (590,918) (34,554) ----------- ----------- Cash Flow from Investing Activities: Additions to fixed assets (23,174) -- ----------- ----------- Net Cash Used In Investing Activities (23,174) -- ----------- ----------- Cash Flow from Financing Activities: Net Repayments from Note Payable to Related Party (60,000) (34,223) Repayments to Notes Payable (25,000) Proceeds from Issuance of Preferred Stock 40,000 Proceeds from Issuance of Common Stock 1,029,500 34,940 ----------- ----------- Net Cash Flow Provided by Financing Activities 984,500 717 ----------- ----------- Net Increase (Decrease) Increase in Cash 370,408 (33,837) Cash Balance at Beginning of Period 17,727 34,553 ----------- ----------- Cash Balance at End of Period $ 388,135 $ 716 =========== =========== Supplemental Disclosures of Cash Flow Information Interest paid $ -- $ -- Taxes paid $ -- $ --
3 INGEN TECHNOLOGIES, INC. AND SUBSIDIARY NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENT - -------------------------------------------------------------------------------- NOTE 1 - NATURE OF BUSINESS Ingen Technologies, Inc., (formerly known as Creative Recycling Technologies Inc., the "Company" or "Ingen Technologies"), is a Public Company trading under OTC: IGTN.PK. Ingen Technologies is a growth-oriented technology company that offers a diverse and progressive services and products. Ingen Technologies, Inc., is a Georgia corporation ("IGTN") and owns 100% of the capital stock of Ingen Technologies, Inc. a Nevada corporation and it has been in business since 1999. The Company's flagship product is its BAFI (TM), the world's first wireless digital low gas warning system for pressurized gas cylinders. On October 24, 2000, the BAFI (TM) received a U.S. Patent with Patent No. 6,137,417. BAFI (TM), now in its second generation, is an accurate and cost-effective, real-time pressurized gas warning system that will alert users when gas levels are approaching empty. There are three BAFI(TM) successor products in various stages of development; GasAlert(TM), OxyAlert(TM) and OxyView. The BAFI (TM) line has multiple applications, inclusive but not limited to, the Medical Industry, Home Consumer, Residential Development Industry, Safety & Protection (fire and police), Aircraft Industry, and the Recreational Vehicle Industry. BAFI (TM) meets or exceeds regulatory compliance of this type of product and is completed and in production. The Company also sells Secure Balance(TM); it's main source of income currently. The Secure Balance (TM) product is a private-label product that includes a vestibular function testing system and balance therapy system available to physicians throughout the United States. Presentation of Interim Information: The accompanying consolidated financial statements as of November 30, 2005 and 2004, for the three and six months ended November 30, 2005 and 2004 have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. However, the Company believes that the disclosures are adequate to make the information presented not misleading. These consolidated financial statements should be read in conjunction with the financial statements and the notes thereto included in the Company's Annual Report on Form 10-KSB for the year ended May 31, 2005. In the opinion of Management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows as of November 30, 2005 and 2004, for the three and six months ended November 30, 2005 and 2004 have been made. The results of operations for the three and six months ended November 30, 2005 are not necessarily indicative of the operating results for the full year. Principle of Consolidation and Presentation: The accompanying consolidated financial statements include the accounts of Ingen Technologies, Inc. and its subsidiaries after elimination of all inter-company accounts and transactions. Certain prior period balances have been reclassified to conform to the current period presentation. 4 INGEN TECHNOLOGIES, INC. AND SUBSIDIARY NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENT - -------------------------------------------------------------------------------- NOTE 2 - GOING CONCERN The Company's consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. In the near term, the Company expects operating costs to continue to exceed funds generated from operations. As a result, the Company expects to continue to incur operating losses and may not have sufficient funds to grow its business in the future. The Company can give no assurance that it will achieve profitability or be capable of sustaining profitable operations. As a result, operations in the near future are expected to continue to use working capital. Management of the Company is actively increasing marketing efforts to increase revenues. The ability of the Company to continue as a going concern is dependent its ability to meet its financing arrangement and the success of its future operations. The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. The company incurred a loss of $462,266 and $47,688 for the six months ended November 30, 2005 and 2004, and as of that date, had an accumulated deficit of $7,027,657 and $6,305,824, respectively. NOTE 3 - ACCRUED EXPENSES Accrued expenses at November 30, 2005 and 2004 consist of: 2005 2004 -------- -------- Accrued officer's compensation $362,000 $460,000 Accrued Interest Expense 31,114 19,077 Accrued taxes 800 1,600 -------- -------- Total $393,914 $480,677 ======== ======== NOTE 4 - NET LOSS PER SHARE The following table sets forth the computation of basic and diluted net loss per share: November 30, 2004 --------------------------------- Numerator: Net Loss $ (462,266) $ (47,688) ------------- ------------- Denominator: Weighted Average Number of Shares 377,323,385 12,864,593 ------------- ------------- Net loss per share-Basic and Diluted NIL NIL NOTE 5 - SEGMENT INFORMATION SFAS No. 131 "Disclosures about Segments of an Enterprise and Related Information" requires that a publicly traded company must disclose information about its operating segments when it presents a complete set of financial statements. Since the Company has only one segment; accordingly, detailed information of the reportable segment is not presented. 5 INGEN TECHNOLOGIES, INC. AND SUBSIDIARY NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENT - -------------------------------------------------------------------------------- NOTE 6 - RELATED PARTY TRANSACTIONS The Company had notes payable to a related party in the amounts of $42,802 and $241,958 as of November 30, 2005 and 2004, respectively. The interest rate on the loan is 6% and due upon working capital availability, but no sooner than June 1, 2006. The related accrued interest is $31,114and $19,077 as of November 30, 2005 and 2004, respectively. NOTE 7 - GUARANTEES The Company from time to time enters into certain types of contracts that contingently require the Company to indemnify parties against third-party claims. These contracts primarily relate to: (i) divestiture agreements, under which the Company November provide customary indemnifications to purchasers of the Company's businesses or assets; and (ii) certain agreements with the Company's officers, directors and employees, under which the Company November be required to indemnify such persons for liabilities arising our of their employment relationship. The terms of such obligations vary. Generally, a maximum obligation is not explicitly stated. Because the obligated amounts of these types of agreements often are not explicitly stated, the overall maximum amount of the obligation cannot be reasonably estimated. Historically, the Company has not been obligated to make significant payments for these obligations, and no liabilities have been recorded for these obligations on its balance sheet as of November 30, 2005. NOTE 8 - PREFERRED STOCK The Company is authorized to issue 40,000,000 shares of no par value preferred stock. As of November 30, 2005 and 2004, the Company had 33,900,000 and zero shares of preferred stock issued and outstanding, respectively. No dividends shall accrue or be payable on the preferred stocks. On February 2005, the Company designated 3,000,000 of the shares of preferred stock as "Series A Preferred Stock". The Company has the right to redeem each share of Series A preferred stock for $1; however, there is no obligation for this redemption. Each share of Series A preferred stock is entitled to vote on all matters with holders of the common stock; however, each Series A preferred stock is entitled to 15 votes. Each share of Series A preferred stock is convertible, at the option of the holder and subject to a 65 day written notice to the Company, at any time after the date of the issuance into 10 shares of common stock. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, the holders of Series A preferred stock are entitled to be paid $1 per share before any payments or distribution of assets of the Company to the holders of the common stock or any other equity securities of the Company. NOTE 9 - SUBSEQUENT EVENTS On October 31, 2005, the Company held a special shareholder meeting and approved effective as of December 7, 2005, to reduce the number of authorized common shares to 100 million, a 40 to 1 reverse split of all issued and outstanding common shares, and a 3 to 1 reverse split of all issued and outstanding preferred shares. All preferred shares were designated Class A preferred shares. Class A preferred shares are now convertible on a one-to-one basis into common shares and have one vote per share on all matters that common shareholders can vote on. The Company's new trading symbol is IGTG. OxyView(TM) is now trademarked. 6 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS This Quarterly Report on Form 10-QSB contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which reflect management's current views with respect to future events and financial performance. In this report, the words "anticipates," "believes," "expects," "intends," "future," "may" and similar expressions identify forward-looking statements. These and other forward-looking statements are subject to certain risks and uncertainties, including those discussed in the Risk Factors section of this Item 2 and elsewhere in this Form 10-QSB, that could cause actual results to differ materially from historical results or those anticipated. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. We undertake no obligation to publicly release the results of any revisions to these forward-looking statements which may be made to reflect events or circumstances occurring subsequent to the filing of the Form 10-QSB with the Securities and Exchange Commission. OVERVIEW We are a medical device manufacturer and service provider for medical and consumer markets both domestic and (planned for) abroad. We have four products, one of which has had sales in at least the last two fiscal years (Secure Balance(TM)). The others are oxygen and gas monitoring safety devices that we have developed over the last few years and expect to begin selling in calendar year 2006, OxyView(TM), OxyAlert(TM) and GasAlert(TM). Subject to the receipt of funding, we also are moving into the food farming and pharmaceutical industries by beginning our development of Pure Produce(TM) production facilities. Pure Produce(TM) involves the growing of clean, fresh produce without dirt, disease and pesticides. Pure Produce is also a "natural nutriceutical," meaning that the produce has increased useable biomass resulting from its "laboratory like" growing conditions. Pure Produce also has pharmaceutical applications by utilizing molecular farming techniques to enhance the development of drugs otherwise too expensive or difficult to produce in other ways. Our sales revenues for the second quarter of fiscal year 2006 (September 1, 2005 through November 30, 2005) were $234,212, compared with $86,813 in sales in the second quarter of fiscal year 2004. All of these sales were of Secure Balance(TM). We had sales revenues of $767,084 for the first half of our fiscal year 2006 compared to $223,293 for the same time period in fiscal year 2004 (all Secure Balance(TM) as well). We expect this upswing to continue for our current fiscal year and beyond as we build our Secure Balance(TM) brand recognition in the market and intensify our efforts for market penetration. In addition, we have completed our prototype testing for OxyView(TM) and anticipate the commencement of manufacturing and sales during our next fiscal quarter. OxyView(TM) is a proprietary medical product with a US Patent Pending that measures the accuracy of oxygen flow-rate for patients using oxygen during surgery, hospitalization, and outpatient oxygen therapy. OxyView(TM) is a disposable pneumatic analog gauge that measures the oxygen flow-rate close to the patient. It allows the medical staff and patient to quickly determine any malfunction of oxygen flow-rate between the source and the patient. OxyView(TM) can be used with any oxygen delivery source and has additional markets in aviation, fire fighting, and military. According to a 2002 report of the Department of Health and Human Resources, there are over 5000 oxygen cannulas used every day in hospitals and surgical rooms, and over 8 million patients using oxygen as outpatient therapy for a variety of pulmonary diseases. The hospitals and surgical staff are required to dispose of the units per OSHA regulations. OxyView(TM) is a product that is clean-packaged and disposable. OxyView(TM) retail pricing will start at $14.95 per unit (per our current plan). With the most current interest in distribution and strategic advertising, the Company anticipates penetrating 10% of the market throughout the calendar year of 2006. If we meet these goals, we will have sold $2.8 million to hospitals and surgical facilities, and another $12 million sold to oxygen suppliers/medical supply chains for patients using outpatient oxygen therapy during the first year. 7 The elderly population will increase dramatically over the next 10 years. The majority of pulmonary diseases reside within our elderly population over 55. OxyView(TM) is available to all patients of any age. With the increasing problems of malpractice law suits, OxyView(TM) provides additional means to assist with the prevention of various medical malpractice issues related to oxygen therapy and provides a means to assure proper and accurate oxygen delivery to patients. We have had significant losses since inception. Our net loss was $348,503 in the second quarter of fiscal year 2006, compared with $26,778 in the second quarter of fiscal year 2005. Our net loss for the first half of fiscal year 2006 is $462,266 compared with $47,688 during the same time period in fiscal year 2005. Our net loss in fiscal year 2004 was $951,101 and in fiscal year 2005 was $307,255. We anticipate that we will incur substantial additional operating losses in our fiscal year 2006 as we wrap up our research and development of our BAFI(TM) product line, start development of Pure Produce(TM) and continue to seek an increase in Secure Balance(TM) sales. We will also have continuing development, manufacturing and sales costs for OxyView(TM). As of November , 2005, we had an accumulated deficit of $7,027,657 (up from $6,305,824 in the second quarter of fiscal year 2005). Our business plan for the remainder of fiscal year 2006 (ending May 31, 2006) is to continue our efforts to increase the market share Secure Balance(TM), increase our emphasis on Pure Produce(TM) development and to begin world-wide sales of one of our BAFI(TM) product lines, OxyView(TM). We sold 8,300,000 of our common shares in the second quarter of fiscal year 2006, for a total purchase price of $250,000. We also sold 2 million shares of our preferred stock for a total purchase price of $40,000. CRITICAL ACCOUNTING POLICIES Our significant accounting policies are disclosed in Note 2 to our consolidated financial statements. Certain of our policies require the application of management's judgment in making estimates and assumptions that affect the amounts reported in the consolidated financial statements and disclosures made in the accompanying notes. Those estimates and assumptions are based on historical experience and various other factors deemed to be applicable and reasonable under the circumstances. The use of judgment in determining such estimates and assumptions is by nature, subject to a degree of uncertainty. Accordingly, actual results could differ from the estimates made. Our significant accounting policies include: STOCK-BASED COMPENSATION SFAS No. 123, "Accounting for Stock-Based Compensation," establishes the use of the fair value based method of accounting for stock-based compensation arrangements under which compensation cost is determined using the fair value stock-based compensation determined as of the date of grant and is recognized over the periods in which the related services are rendered. The statement also permits companies to elect to continue using the intrinsic value accounting method specified in Accounting Principles Bulletin Opinion No. 25, "Accounting for Stock Issued to Employees," to account for stock-based compensation issued to employees. Through May 31, 2005, we have elected to use the intrinsic value based method and have disclosed the pro forma effect of using the fair value based method to account for our stock-based compensation. We plan to continue using the intrinsic value based method and providing disclosure for the pro forma effect of using the fair value based method to account for our stock-based compensation through our fiscal quarter ending in November, 2005. As a result of the recent adoption by the Financial Accounting Standards Board of SFAS No. 123 (revised 2004) "Share-Based Payment," or SFAS No. 123(R), we will be required, beginning in our fiscal quarter ending February of 2006, to apply the fair value method as prescribed in SFAS No. 123(R). Although our adoption of SFAS No. 123(R) could have a material impact on our financial position and results of operations, we are still evaluating the potential impact from adopting this statement. ALLOCATION OF COSTS We allocate certain indirect costs associated with support activities such as the rent and utilities for facilities. These costs are allocated between research and development expense and general and administrative expense based on headcount and/or square footage. 8 OFF-BALANCE SHEET ARRANGEMENTS We do not have off-balance sheet arrangements, financings, or other relationships with unconsolidated entities or other persons, also known as "special purpose entities" (SPEs). RESULTS OF OPERATIONS We had $234,212 in sales in the second quarter of fiscal year 2006, up from $86,813 in the same quarter of fiscal year 2005. Our cost of sales was $109,012 in the second quarter of fiscal year 2006 and $37,091 in the same quarter of fiscal year 2005. As a result, our gross profit increased from $49,722 in the second quarter of fiscal year 2005 to $125,200 in the second quarter of fiscal year 2006. Our selling, general and administrative expenses for the second quarter of fiscal year 2006 were $473,061 ($72,871 in the same quarter of fiscal year 2005). Much of this increase in our selling, general and administrative expenses is attributable to the increase in sales for the first half of this fiscal year brought about by more word-of-mouth referrals from our physician clientele, adding more Secure Balance sales representatives and an increase in advertising costs. We have resumed periodic reporting under the Exchange Act of 1934 to the Securities and Exchange Commission again (after a several year absence)and have increased legal and accounting fees as a result. We have also tested completed testing of our OxyView(TM) prototype and are moving ahead with manufacturing and sales efforts, adding to our expense. Our operating loss increased from $23,149 in the second quarter of fiscal year 2005 to $347,861 in the second quarter of fiscal year 2006. We expect our operating costs to remain constant or increase somewhat in the last half of fiscal year 2006, but still have a goal of turning a profit late in fiscal year 2006 or in 2007. We have not generated profits to date and therefore have not paid any federal income taxes since inception. We paid $800 minimum franchise tax in California in years 2004 and 2005. As of May 31, 2005, our federal tax net operating loss carryforward was $1,406,771 ($1,099,516 in 2004), which will begin to expire in 2019, if not utilized. Our ability to utilize our net operating loss and tax credit carryforwards may become subject to limitation in the event of a change in ownership. LIQUIDITY AND CAPITAL RESOURCES We financed our operations in the second quarter of fiscal year 2006 through $234,212 of sales of Secure Balance(TM) and private placement common and preferred stock sales totaling $290,000. In years past, prior to the commencement of Secure Balance(TM) sales, we relied on loans and deferments from our CEO and Chairman Scott R. Sand and the approximate $300,000 investment of Mr. Jeffrey Gleckman (one of our two preferred shareholders). From June 10, 1999 to March 31, 2004, Mr. Sand provided "Ingen Nevada," and then "Ingen Georgia" (after our reverse merger; for a short period of time) with a total of $72,000 in cash loans and $360,000 in deferred executive compensation. Mr. Sand drew $54,000 in compensation over this time period. We repaid Mr. Sand $60,000 in the first quarter of fiscal year 2006, $173,379 in fiscal year 2005 and $33,649 in 2004. As of November 30, 2005, we had cash on hand of $388,135 (compared to $716 in the same quarter of fiscal year 2005). We had no accounts receivable during this time period (none in the same quarter of fiscal year 2005). Our future cash requirements will depend on many factors, including finishing our research and development programs for our BAFI(TM) product line (largely completed), the costs involved in filing, prosecuting and enforcing patents, competing technological and market developments and the cost of product commercialization, emphasizing development of Pure Produce(TM), commencing our manufacturing and sales programs for OxyView(TM), as well as our ongoing Secure Balance(TM) sales effort. We do not expect to generate a positive cash flow from operations at least until the commercial launch of our BAFI(TM) product line (planned for calendar year 2006) and possibly later given the expected cost of commercializing our products. We intend to seek additional funding through public or private financing transactions. Successful future operations are subject to a number of technical and business risks, including our continued ability to obtain future funding, satisfactory product development and market acceptance for our products. See "Business Risks" below. 9 FINANCINGS We sold 8.3 million shares of our unrestricted common stock in the second quarter of fiscal year 2006 for a total purchase price of $250,000. These stock purchases were made by Hope Capital, Inc. (3.3 million shares)and Xcel Associates, Inc. (5 million shares). These sales were all at slightly more than $0.03 per share. We sold 2 million of our preferred shares for a total purchase price of $40,000 to Xcel Associates. We anticipate filing a registration statement with the Securities and Exchange Commission during our fiscal year 2006. We currently are planning to offer $5,000,000 of our securities. PLAN OF OPERATION We have reserved approximately $500,000 in private placement common stock sales proceeds from fiscal year 2005 and the first two quarters of fiscal year 2006 as a starting point for the funding for our operations in fiscal year 2006 and beyond (presently budgeted at $5 million gross in securities sales proceeds plus projected Secure Balance sales for the fiscal year of $1,650,000). If we are successful in filing and selling our planned $5,000,000 public stock registration in fiscal year 2006 ($4,500,000 net to us after selling expenses), and have at least $1,650,000 in Secure Balance(TM) sales, we plan to use these funds as follows over the next 12 months: CATEGORY ESTIMATED COST General and Administrative $400,000 (another $500,000 paid through Secure Balance(TM) sales) Advertising $400,000 for BAFI(TM) product line (another $150,000 for Secure Balance(TM) paid with Secure Balance(TM) sales) Manufacturing Costs $1,000,000 for BAFI(TM) product line (another $1,000,000 for Secure Balance(TM) paid with Secure Balance(TM) sales) Research and Development $400,000 (to create production models for BAFI(TM) product line) $2,000,000 (Development of Pure Produce(TM)) Consultants, Professionals $300,000 Debt repayment will be paid out of product sales Contingency $500,000 Figures above are approximate and are being utilized by management for planning purposes only. The actual costs within each category and our total costs of operation for fiscal year 2006 and over the next 12 calendar months may vary significantly from the estimates set forth above based on the factors discussed throughout this document. Except for Secure Balance sales, which we have added in this quarter, we have not included our projected sales revenues in our budget for fiscal year 2006. Since we do not know if we will be able to sell our securities in a public registration, revenues earned will be utilized in the same categories as presented above. If we do not sell our securities in a public registration in fiscal year 2006, we will have to forgo development of Pure Produce(TM) until (and if) we can find some other funding method. We projected Secure Balance(TM) sales of $500,000 in each of our first and second fiscal quarters of 2006 and are now projecting $600,000 in each of our last fiscal quarters of 2006. The $600,000 figure is a reduction from $700,000 in the last two quarters as contained in our August 31, 2005 Form 10-QSB. Our actual sales of Secure Balance have been $767,084 for the first two quarters of this fiscal year. We have projected OxyView(TM) sales of $200,000 in our third fiscal quarter of 2006 (December-February) and $400,000 in our fourth fiscal quarter. Our OxyAlert(TM) fourth quarter sales projection is $200,000. Management believes these are conservative, achievable sales projections, but actual results may vary depending on how quickly we are able to commence our manufacturing and sales efforts for this product. We expect to engage in at least 6 months of intensive marketing of our BAFI(TM) product line before sales pick up. Our market for GasAlert(TM) is a much broader, larger market and we have declined to project sales totals presently. 10 TRENDS THAT MAY IMPACT OUR LIQUIDITY Positive Trends: The United States has an increasingly elderly population. Our Secure Balance(TM) and BAFI(TM) product line (except GasAlert(TM) which targets the entire adult population) are made to meet some of the challenges and circumstances experienced by our senior citizens. As a result, we expect our sales to increase in time in reflection of this positive trend. Management also believes that our products provide increasing protection in relation to medical malpractice issues. Use of our Secure Balance(TM) system and OxyAlert(TM) and OxyView(TM) products enhance the safety of patients, and therefore, we believe, lessen the chances of medical malpractice exposure to our physician clients. We have been developing our BAFI(TM) product line since 1999. Now, some 6 years later, we still have not identified competition in the marketplace for our BAFI(TM) product line. The lack of competition is expected to enhance our planned marketing campaign. We believe that Secure Balance(TM) is now among the leaders in the balance and fall prevention industry. We expect to be able to capitalize on this notoriety and increase our Secure Balance(TM) sales in fiscal year 2006 and beyond. Negative Trends: Our product sales are impacted by Medicare, and are Medicare dependent. Adverse economic conditions, federal budgetary concerns and politics can affect Medicare regulations and could negatively impact our product sales. SEASONAL ASPECTS THAT EFFECT MAY IMPACT OUR MEDICAL MARKET Traditionally, the medical market experiences an economic decrease in purchasing during the summer months. Peak months are usually October through February, followed by a decrease from March to May. This is the common "bell curve" that has been consistent for several decades and will affect our sales during the course of a year. OUR SECURE BALANCE(TM) LEASING AND FINANCING PROGRAMS Our Secure Balance(TM) Leasing and Financing Programs are offered to allow our physician and medical facility clients a variety of affordable leasing and financing options. Our financing option includes a 90 deferral program, giving clients a chance to earn revenues from Secure Balance(TM) before payments are due. Please see our website to see the particulars of these financing options. PURE PRODUCE(TM) - A DEVELOPING PRODUCT We have decided to move Pure Produce(TM) on the "front burner" in terms of planned expenditures for development. We have an agreement in place with AgroWorx, Inc., a company affiliated with one our directors, Christopher A. Worth. This agreement relates to Pure Produce(TM), an AgroWorx line of plant products. We will work in concert with AgroWorx to develop production facilities and market the products grown therein. The Pure Produce(TM) product is a continuing research & development program currently under design. This program uses hydroponics technology to grow various plants without the use of soil, fertilizer and water consumption. The Company anticipates entering the nutriceutical and pharmaceutical markets over the next two years. If we are able to complete our contemplated public stock registration this fiscal year, the amount of funding anticipated for the project is as much as $2 million to construct and operate as many as 10 production facilities. The Ingen Technologies, Inc. Pure Produce(TM) facilities will be designed to offer vegetable growth efficiency, without pesticides. The Agro-facility will offer the most efficient use of water and energy conservation technologically available, while offering the best method for insulator towards food security available to us. The main competitive advantage of the facilities, if operational, will be to deliver off-season, high profit margin gourmet vegetables, herbs and edible flowers. The produce grown can be customized for local consumption or be grown for specific export markets. There are three core market sectors for Pure Produce(TM): 11 $15 billion a year and growing for clean, fresh produce grown without dirt, insects and pesticides (according to the USDA). $13 billion a year and growing for "natural nutriceuticals", meaning edible plants with increased useable biomass made possible because of continuous "laboratory like" growing conditions (from Alberta Agricultural Food and Rural Development Publication, "Natural Health Products, Market Opportunity Identification for Herbs and Botanicals in Alberta," June, 2004). Pharmaceutial applications (perhaps approaching $100 billion in sales by 2020; a prediction from www.molecularfarming.com) are also contemplated by using these natural nutriceuticals as "biological factories" to generate drugs difficult or expensive to produce in other ways. NEW EMPLOYEES If we obtain funding, we anticipate hiring as many as six employees for our Pure Produce(TM) facilities. Other than that, we anticipate continuing the bulk of our business operations utilizing independent contractors. BUSINESS RISKS The following is a summary of the many risks and uncertainties we face in our business. You should carefully read these risks and uncertainties as well as the other information in this report in evaluating our business and its prospects. WE HAVE A HISTORY OF OPERATING LOSSES AND ACCUMULATED DEFICIT, AND WE MAY NOT ACHIEVE OR MAINTAIN PROFITABILITY IN THE FUTURE. We have experienced significant operating losses in each period since our inception. As of November 30, 2005, we have incurred total accumulated losses of $7,027,657. We expect these losses to continue and it is uncertain when, if ever, we will become profitable. These losses have resulted principally from costs incurred in research and development and from general and administrative costs associated with operations. We expect to incur operating losses in the future as a result of expenses associated with research and product development as well as general and administrative costs. Even if we do achieve profitability, we may not be able to sustain or increase profitability on a quarterly or annual basis. WE WILL NEED ADDITIONAL CAPITAL IN THE FUTURE TO SUPPORT OUR GROWTH, AND RAISING SUCH CAPITAL WILL LIKELY CAUSE SUBSTANTIAL DILUTION TO EXISTING STOCKHOLDERS. IF ADDITIONAL CAPITAL IS NOT AVAILABLE, WE MAY HAVE TO CURTAIL OR CEASE OPERATIONS. Our current plans indicate we will need significant additional capital for research and development and market penetration before we have any anticipated revenue generated from our BAFI(TM) product line (including OxyView(TM)) and Pure Produce(TM)). The actual amount of funds that we will need will be determined by many factors, some of which are beyond our control, and we may need funds sooner than currently anticipated. These factors include: o the extent to which we enter into licensing arrangements, collaborations or joint ventures; o our progress with research and development; o the costs and timing of obtaining new patent rights (if any); o cost of continuing operations and sales; o the extent to which we acquire or license other technologies; and o regulatory changes and competition and technological developments in the market. We will be relying on future securities sales to enable us to grow and reach profitability. There is no guarantee we will be able to sell our securities. WE HAVE RELIED ON CAPITAL CONTRIBUTED BY RELATED PARTIES, AND SUCH CAPITAL MAY NOT BE AVAILABLE IN THE FUTURE. We have relied on loans and compensation deferrals from our CEO and Chairman, Scott R. Sand, and investment from Jeffrey Gleckman, to sustain us from 1999 into fiscal year 2004. Although we have paid much of these loans from Mr. Sand back, we may be unable to repay the remainder as planned and may have to look again to Mr. Sand for assistance in financing if our securities sales don't go as planned. There is no guarantee that Mr. Sand will have financial resources available to assist in our funding. 12 WE ARE SUBJECT TO NEW CORPORATE GOVERNANCE AND INTERNAL CONTROLS REPORTING REQUIREMENTS, AND OUR COSTS RELATED TO COMPLIANCE WITH, OR OUR FAILURE TO COMPLY WITH EXISTING AND FUTURE REQUIREMENTS COULD ADVERSELY AFFECT OUR BUSINESS. We face new corporate governance requirements under the Sarbanes-Oxley Act of 2002, as well as new rules and regulations subsequently adopted by the SEC. These laws, rules and regulations continue to evolve and may become increasingly stringent in the future. In particular, we will be required to include management and auditor reports on internal controls as part of our annual report for the year ended December 31, 2006 pursuant to Section 404 of the Sarbanes-Oxley Act. We cannot assure you that we will be able to fully comply with these laws, rules and regulations that address corporate governance, internal control reporting and similar matters. Failure to comply with these laws, rules and regulations could materially adversely affect our reputation, financial condition and the value of our securities. OUR PRODUCTS MAY NOT BE SUCCESSFULLY DEVELOPED OR COMMERCIALIZED, WHICH WOULD HARM US AND FORCE US TO CURTAIL OR CEASE OPERATIONS. We are a relatively new company and our BAFI(TM) product line in particular is still in the late stages of development (we still need manufacturing prototypes for OxyAlert(TM) and GasAlert(TM)). These products, including OxyView(TM), once marketing commences, may not be successfully developed or commercialized on a timely basis, or at all. Our Pure Produce(TM) concept is also in its earliest stage of development. If we are unable, for technological or other reasons, to complete the development, introduction or scale-up of manufacturing of these products or other potential products, or if our products do not achieve a significant level of market acceptance, we would be forced to curtail or cease operations. Even if we develop our products for commercial use, we may not be able to develop products that: o are accepted by, and marketed successfully to, the medical marketplace; o are safe and effective; o are protected from competition by others; o do not infringe the intellectual property rights of others; o are developed prior to the successful marketing of similar products by competitors; or o can be manufactured in sufficient quantities or at a reasonable cost. WE MAY NOT BE ABLE TO FORM AND MAINTAIN THE COLLABORATIVE RELATIONSHIPS THAT OUR BUSINESS STRATEGY REQUIRES, AND IF WE CANNOT DO SO, OUR ABILITY TO DEVELOP PRODUCTS AND REVENUE WILL SUFFER. We must form research collaborations and licensing arrangements with several partners at the same time to operate our business successfully. To succeed, we will have to maintain our existing relationships and establish additional collaborations. We cannot be sure that we will be able to establish any additional research collaborations or licensing arrangements necessary to develop and commercialize products using our technology or that we can do so on terms favorable to us. If our collaborations are not successful or we are not able to manage multiple collaborations successfully, our programs may suffer. Collaborative agreements generally pose the following risks: o collaborators may not pursue further development and commercialization of products resulting from collaborations or may elect not to continue or renew research and development programs; o collaborators may delay clinical trials, under-fund a clinical trial program, stop a clinical trial or abandon a product, repeat or conduct new clinical trials or require a new formulation of a product for clinical testing; o collaborators could independently develop, or develop with third parties, products that could compete with our future products; o the terms of our agreements with our current or future collaborators may not be favorable to us; 13 o a collaborator with marketing and distribution rights to one or more products may not commit enough resources to the marketing and distribution of our products, limiting our potential revenues from the commercialization of a product; o disputes may arise delaying or terminating the research, development or commercialization of our products, or result in significant litigation or arbitration; and o collaborations may be terminated and, if terminated, we would experience increased capital requirements if we elected to pursue further development of the product. SECURE BALANCE(TM) IS A PRIVATE LABEL PRODUCT THAT IS NOT EXCLUSIVE TO US. We provide education, training and services related to the SportKat product lines that all constitute what we call "Secure Balance(TM)." However, the devices themselves are provided to us on a non-exclusive basis, meaning that other companies are marketing the same devices under other names (or using the SportKat name). Only time will tell if the non-exclusive nature of the provision of the devices themselves to us negatively impacts our ability to capture a meaningful market share. If our sales of Secure Balance(TM) suffer because of this non-exclusive relationship, our financial prospects and operational results will be negatively impacted. ALTHOUGH WE DO NOT HAVE DIRECT COMPETITION IN RELATION TO OUR BAFI(TM) PRODUCT LINE, WE EXPECT IT IN THE FUTURE. Although we are unaware of any current competition for our BAFI(TM) product line, we expect competition to develop after we begin marketing our products. It is unknown at this time what impact any such competition could have on us. However, we are a "going concern" enterprise and it is certainly foreseeable that more than one competitor could emerge that is much stronger financially than we are and/or could already have significant marketing relationships for other medical devices. WE DO NOT HAVE INTERNATIONAL PATENTS. Although we have stated that we intend to apply for international patents for our BAFI(TM) product line, we have not as yet done so. We do not know when, and if, we will apply for such patents. If we do not apply for these patents, or if there are delays in obtaining the patents, or if we are unable to obtain the patents, we may not be able to adequately protect our technologies in foreign markets. IF WE ARE UNABLE TO PROTECT EFFECTIVELY OUR INTELLECTUAL PROPERTY, THIRD PARTIES MAY USE OUR TECHNOLOGY, WHICH COULD IMPAIR OUR ABILITY TO COMPETE IN OUR MARKETS. Our success will depend on our ability to obtain and protect patents on our technology and to protect our trade secrets. The patents we currently own, may not afford meaningful protection for our technology and products. Others may challenge our patents and, as a result, our patents could be narrowed, invalidated or unenforceable. In addition, our current and future patent applications may not result in the issuance of patents in the United States or foreign countries. Competitors might develop products similar to ours that do not infringe on our patents. In order to protect or enforce our patent rights, we may initiate interference proceedings, oppositions, or patent litigation against third parties, such as infringement suits. These lawsuits could be expensive, take significant time and divert management's attention from other business concerns. The patent position of medical firms generally is highly uncertain, involves complex legal and factual questions, and has recently been the subject of much litigation. No consistent policy has emerged from the U.S. Patent and Trademark Office or the courts regarding the breadth of claims allowed or the degree of protection afforded under biotechnology patents. In addition, there is a substantial backlog of applications at the U.S. Patent and Trademark Office, and the approval or rejection of patent applications may take several years. We cannot guarantee that our management and others associated with us will not improperly use our patents, trademarks and trade secrets. Further, others may gain access to our trade secrets or independently develop substantially equivalent proprietary information and techniques. 14 OUR SUCCESS WILL DEPEND PARTLY ON OUR ABILITY TO OPERATE WITHOUT INFRINGING ON OR MISAPPROPRIATING THE PROPRIETARY RIGHTS OF OTHERS. We may be sued for infringing on the patent rights or misappropriating the proprietary rights of others. Intellectual property litigation is costly, and, even if we prevail, the cost of such litigation could adversely affect our business, financial condition and results of operations. In addition, litigation is time consuming and could divert management attention and resources away from our business. If we do not prevail in any litigation, we could be required to stop the infringing activity and/or pay substantial damages. Under some circumstances in the United States, these damages could be triple the actual damages the patent holder incurs. If we have supplied infringing products to third parties for marketing or licensed third parties to manufacture, use or market infringing products, we may be obligated to indemnify these third parties for any damages they may be required to pay to the patent holder and for any losses the third parties may sustain themselves as the result of lost sales or damages paid to the patent holder. If a third party holding rights under a patent successfully asserts an infringement claim with respect to any of our products, we may be prevented from manufacturing or marketing our infringing product in the country or countries covered by the patent we infringe, unless we can obtain a license from the patent holder. Any required license may not be available to us on acceptable terms, or at all. Some licenses may be non-exclusive, and therefore, our competitors may have access to the same technology licensed to us. If we fail to obtain a required license or are unable to design around a patent, we may be unable to market some of our anticipated products, which could have a material adverse effect on our business, financial condition and results of operations. IF WE LOSE OUR KEY MANAGEMENT PERSONNEL, OUR PRODUCT DEVELOPMENT AND COMMERCIALIZATION EFFORTS WOULD SUFFER. Our performance is substantially dependent on the performance of our current senior management, Board of Directors and key scientific and technical personnel and advisers. The loss of the services of any member of our senior management, in particular Mr. Scott Sand, our CEO and Chairman, Board of Directors, scientific or technical staff or advisory board may significantly delay or prevent the achievement of product development and other business objectives and could have a material adverse effect on our business, operating results and financial condition. WE HAVE NO COMMERCIAL PRODUCTION CAPABILITY YET FOR OUR BAFI(TM) PRODUCT LINE AND WE MAY ENCOUNTER PRODUCTION PROBLEMS OR DELAYS, WHICH COULD RESULT IN LOWER REVENUE. To date, we have not produced a BAFI(TM) product line product for sale. Customers for any potential products and regulatory agencies will require that we comply with current good manufacturing practices that we may not be able to meet. We may not be able to maintain acceptable quality standards if we ramp up production. To achieve anticipated customer demand levels, we will need to scale-up our production capability and maintain adequate levels of inventory. We may not be able to produce sufficient quantities to meet market demand. If we cannot achieve the required level and quality of production, we may need to outsource production or rely on licensing and other arrangements with third parties. This reliance could reduce our gross margins and expose us to the risks inherent in relying on others. We may not be able to successfully outsource our production or enter into licensing or other arrangements under acceptable terms with these third parties, which could adversely affect our business. WE HAVE NO MARKETING OR SALES STAFF, AND IF WE ARE UNABLE TO ENTER INTO COLLABORATIONS WITH MARKETING PARTNERS OR IF WE ARE UNABLE TO DEVELOP OUR OWN SALES AND MARKETING CAPABILITY, WE MAY NOT BE SUCCESSFUL IN COMMERCIALIZING OUR PRODUCTS. We currently have no sales, marketing or distribution employees. As a result, we will depend on collaborations with third parties that have established distribution systems and direct sales forces. To the extent that we enter into co-promotion or other licensing arrangements, our revenues will depend upon the efforts of third parties, over which we may have little or no control. If we are unable to reach and maintain agreement with one or more distribution entities or collaborators under acceptable terms, we may be required to market our products directly (direct marketing is one component of our marketing strategy). We may elect to establish our own specialized sales force and marketing organization to market our products. In order to do this, we would have to develop a marketing and sales force with technical expertise and with supporting distribution capability. Developing a marketing and sales force is expensive and time consuming and could delay a product launch. We may not be able to develop this capacity, which would make us unable to commercialize our products. 15 IF WE ARE SUBJECT TO PRODUCT LIABILITY CLAIMS AND HAVE NOT OBTAINED ADEQUATE INSURANCE TO PROTECT AGAINST THESE CLAIMS, OUR FINANCIAL CONDITION WOULD SUFFER. If we are able to launch commercially our BAFI(TM) product line (and Pure Produce(TM)), we will face exposure to product liability claims. We have exposure selling Secure Balance(TM). We have limited product liability insurance coverage, but there is no guarantee that it is adequate coverage. There is also a risk that third parties for which we have agreed to indemnify could incur liability. We cannot predict all of the possible harms or side effects that may result and, therefore, the amount of insurance coverage we obtain may not be adequate to protect us from all liabilities. We may not have sufficient resources to pay for any liabilities resulting from a claim beyond the limit of, or excluded from, our insurance coverage. A SUBSTANTIAL NUMBER OF SHARES WE HAVE ISSUED IN EXEMPT TRANSACTIONS ARE, OR ARE BEING MADE, AVAILABLE FOR SALE ON THE OPEN MARKET. THE RESALE OF THESE SECURITIES MIGHT ADVERSELY AFFECT OUR STOCK PRICE. Most of our common shares have been held by our shareholders for periods of one or two years or longer (or are unrestricted). Some of these shares have had restrictions lifted. The shares sold to Hope Capital, Inc. and others in the last part of fiscal year 2005 and in the first quarter and second quarter of fiscal year 2006 were unrestricted common shares. We will undoubtedly have unrestricted shares issued in the future. There is no way to control the sale of these shares on the secondary market (we trade on the Pink Sheets and plan to go to the OTC BB in the future). The resale of these unrestricted shares might adversely affect our stock price. OUR STOCK IS THINLY TRADED, WHICH CAN LEAD TO PRICE VOLATILITY AND DIFFICULTY LIQUIDATING YOUR INVESTMENT. The trading volume of our stock has been low, which can cause the trading price of our stock to change substantially in response to relatively small orders. In addition, during the last two fiscal years, our common stock has traded as low as .002 and as high as .285. Both volume and price could also be subject to wide fluctuations in response to various factors, many of which are beyond our control, including: o actual or anticipated variations in quarterly and annual operating results; o announcements of technological innovations by us or our competitors; o developments or disputes concerning patent or proprietary rights; and o general market perception of medical device and provider companies. IF THE OWNERSHIP OF OUR COMMON STOCK CONTINUES TO BE SOMEWHAT CONCENTRATED, IT MAY PREVENT YOU AND OTHER STOCKHOLDERS FROM INFLUENCING SIGNIFICANT CORPORATE DECISIONS AND MAY RESULT IN CONFLICTS OF INTEREST THAT COULD CAUSE OUR STOCK PRICE TO DECLINE. As of November 30, 2005, our executive officers, directors and their affiliates beneficially own or control approximately 20% of the outstanding shares of our common stock. Accordingly, our current executive officers, directors and their affiliates will have some control over the outcome of corporate actions requiring stockholder approval, including the election of directors, any merger, consolidation or sale of all or substantially all of our assets or any other significant corporate transactions. These stockholders may also delay or prevent a change of control of us, even if such a change of control would benefit our other stockholders. The concentration of stock ownership may adversely affect the trading price of our common stock due to investors' perception that conflicts of interest may exist or arise. WE MAY ISSUE PREFERRED STOCK IN THE FUTURE, AND THE TERMS OF THE PREFERRED STOCK MAY REDUCE THE VALUE OF YOUR COMMON STOCK. We are authorized to issue up to 40,000,000 shares of preferred stock in one or more series. Our Board of Directors will be able to determine the terms of preferred stock without further action by our stockholders. If we issue preferred stock, it could affect your rights or reduce the value of your common stock. In particular, specific rights granted to future holders of preferred stock could be used to restrict our ability to merge with or sell our assets to a third party. These terms may include voting rights, preferences as to dividends and liquidation, conversion and redemption rights, and sinking fund provisions. 16 WE HAVE NOT, AND CURRENTLY DO NOT ANTICIPATE, PAYING DIVIDENDS ON OUR COMMON STOCK. We have never paid any dividends on our common stock and do not plan to pay dividends on our common stock for the foreseeable future. We currently intend to retain future earnings, if any, to finance operations, capital expenditures and the expansion of our business. ITEM 3. CONTROLS AND PROCEDURES We maintain disclosure controls and procedures designed to ensure that material information related to our company is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms. (a) As of the end of the period covered by this report, we carried out an evaluation under the supervision and with the participation of our Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934). Based upon that evaluation, our CEO and CFO concluded, as of the date of such evaluation, that the design and operation of such disclosure controls and procedures were effective. (b) No significant changes were made in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during our most recent fiscal quarter. (c) Limitations. Our management, including our CEO and CFO, does not expect that our disclosure controls or internal controls over financial reporting will prevent all errors or all instances of fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system's objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and any design may not succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures. Because of the inherent limitation of a cost-effective control system, misstatements due to error or fraud may occur and not be detected. PART II. - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS We may from time to time become a party to legal proceedings arising in the ordinary course of business. Other than the lawsuit described above, we are not currently a party to any material pending litigation or other material legal proceeding. ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES We sold $250,000 worth of our unrestricted common shares in a Regulation D, Rule 504 private placement offering (coupled with the Model Accredited Investor Exemption) in the second quarter of fiscal year 2006. All such shares were sold at very slightly more $0.03 per share to purchasers as described above. It has been represented to us in the underlying contractual documentation that these purchasers are accredited investors as that term is defined in Regulation D of the Securities and Exchange Commission. There weren't enough shares sold to present a change in control issue. We sold $40,000 worth of our restricted preferred shares to an accredited investor in a Regulation D, Rule 505 private placement offering in the second quarter of fiscal year 2006. 17 ITEM 6. EXHIBITS (all exhibits with original signatures are contained in the corporate office files of Ingen Technologies, Inc.) Exhibit No. Document Description - ----------- -------------------- 10.1 Template for Regulation D, Rule 504/MAIE common stock sales during the second quarter of our fiscal year 2006 is incorporated herein by this reference as filed as exhibit 10.1 to our Form 10-QSB for the quarter ended August 31, 2005. 10.2 Agreement between Ingen Technologies Inc. and Elizabeth Wald dated October 15, 2005 for the provision of telephone answering services.* 10.3 Agreement between Ingen Technologies, Inc. and Siegal Performance Systems, Inc. dated November 15, 2005 for distribution of Secure Balance(TM).* 31.1 Certification of Chief Executive Officer as required pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* 31.2 Certification of Chief Financial Officer as required pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* 32 Certification of Chief Executive Officer and Chief Financial Officer as required pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.* - --------------- * Filed herewith. 18 SIGNATURES In accordance with the requirements of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. INGEN TECHNOLOGIES, INC. January 13, 2006 /s/ Scott R. Sand ------------------------------------- Scott R. Sand Chief Executive Officer and Chairman January 13, 2006 /s/ Thomas J. Neavitt ------------------------------------- Thomas J. Neavitt Secretary and Chief Financial Officer 19 EX-10.2 2 ingen_ex1002.txt Exhibit 10.2 [Ingen Technologies, Inc. logo] 285 E. County Line Road, Calimesa California 92320 (800) 259-9622 FAX: (800) 777-1186 CONTRACTING AGREEMENT This Agreement made effective as of this 15TH DAY OF OCTOBER, 2005, by and between Elizabeth S. Wald, an individual, further referred to as the ("Contractor"), whose principal address is 12437 Cardiff Drive, Tampa, Florida 33625; and INGEN TECHNOLOGIES, INC., A Nevada Corporation, further referred to as the ("Company"), whose principal address is 285 E. County Line Road, Calimesa, California 92320, and is made with reference to the following. RECITALS A. The Company is a Medical Device Manufacturer, and in the business of providing medical products and services on a Global basis. Said products and services are inclusive of, but not limited to, vestibular function testing and balance testing. B. The Company desires to engage the services of the Contractor provide telephone answering services from 8:30AM EST to 5:00PM PST. The Company will use the Contractor as its' exclusive agent to provide those services described in Schedule-A. C. The Contractor has the expertise, knowledge and resources for development and implementation of the services described in Schedule-A. D. The Company will provide the toll-free telephone number, and liability for all charges accordingly for telephone services. E. The Company desires to utilize the Contractor's expertise, knowledge and other resources for providing a telephone answering service as described in the above Recitals, and as such, the Contractor desires to provide the telephone answering services for the Company as described in Schedule-A. NOW, THEREFORE, the Parties mutually agree as follows: 1. In consideration of the Contractor furnishing the expertise, knowledge and other resources in providing said services and market assistance as set forth in the above Recitals hereof, the Company agrees to issue 300,000 Shares of restricted public common stock, under SEC Rule-144, in addition the Company will pay a monthly fee of fifteen hundred dollars ($1,500.00) for the services described above and in Schedule-A. Said monthly service fee will be paid on the 1st and 15th of each month, whereas on the 1st of each month the Contractor will be paid $750.00, and again on the 15th of the same month. 2. Any other products and services offered by the Company are not a part of this Agreement and may not be sold and/or marketed by the Contractor without the written permission or authorization from the Company. 3. As a part of the services specified herein, the Contractor accepts the above considerations and understands his/her rights to provide his/her "best efforts" to deliver those services as described in Schedule-A. 4. The Contractor is only responsible to provide the telephone answering services. The Company is responsible to provide costs for installation, technical support and monthly telephone charges. 5. Except for the amounts paid to the Contractor as stated in paragraph-1 and within the Recitals herein, the Contractor shall not be entitled to other payment and/or reimbursement for expenses incurred pursuant to this Agreement. All costs and expenses incurred by the Contractor in rendering said services shall be reimbursed or advanced by the Company only upon written authorization to the Contractor by the Company 6. The Company agrees to provide full and proper assistance to the Contractor inclusive of administrative support, technical support, and professional support on a best efforts basis and within regulatory guidelines and laws set forth for providing said services and without penalty to the Contractor. 7. The Contractor agrees to provide the Company with proper tax documentation and identification upon the signing of this Agreement in accordance to State and Federal tax laws. 8. The relationship between both parties created by this Agreement is that of principal ("the Company") and Outside Contractor ("the Contractor") in that the time spent and the professional manner in which the services are performed shall solely be the responsibility of the Contractor. However, the Contractor agrees to use their best and most diligent efforts, within all laws, to provide the resources and expertise under the terms and conditions setforth herein. 9. During the term of this Agreement the Contractor has the right to promote services, either directly and/or indirectly, to any entity that has a similar products as provided by the Company for the duration of this Agreement. 10. In consideration of the importance of confidentiality, non-disclosure and trade secrets, the Contractor acknowledges that during the course of this Agreement between the Company and the Contractor, the Contractor has had access to and will continue to have access to various confidential information and trade secrets consisting of compilations of information, records, specifications and trade lists, which are owned by the Company and which are regularly used in the operation of the Company's business. The Contractor specifically agrees to NOT distribute the product pricing of the Company, nor use the brand name on any of their pricing to their clients. Further, the Contractor will agree to keep confidential all material related to or made a part of this Agreement from any client, employee, associate and/or the like. In consideration of continued engagement through this Agreement during the period of the Agreement by the Company, the Contractor shall not disclose any of the aforesaid confidential information or trade secrets, directly or indirectly, nor use them in any way, either during the term of this Agreement or at any time thereafter, except as required in the Contractor's engagement with the Company, but does not include information already within the public domain at the time the information is acquired by the Contractor, or information that subsequently becomes public through no act or omission of the Contractor. In further consideration of continued engagement and during the period of the Agreement, all files, records, documents, drawings, specifications, equipment and similar items relating to the business of the Company, whether prepared by the Contractors or otherwise, coming into the Contractor's possession shall remain the exclusive property of the Company and shall not be removed from the Company's premises under any circumstances whatsoever without prior written consent of the Company. 11. This Agreement shall continue in effect for a period of two years (2-yrs), and may be continued thereafter only by the express mutual agreement of both parties. This agreement may be terminated at any time with a thirty day written notice by either party. 12. This document contains the entire Agreement of the parties relating to this Agreement and correctly sets forth the rights, duties and obligations of all parties hereto. Any prior agreements, promises, negotiations and/or representations not expressly set forth in this Agreement is of no force and effect. 13. No waiver of any term or condition of this Agreement shall be deemed or construed to be a waiver of such term or condition in the future, or of any preceding or subsequent breach of the same or any other term or condition of this or any other agreement. All remedies, rights, undertakings, obligations and agreements contained in this Agreement shall be cumulative and none of them shall be in limitation of any other remedy, right, undertaking, obligation or agreement of either party hereto. 14. No amendment or modification of this Agreement or of any covenant, condition or limitation herein contained shall be valid unless in writing and duly executed by the party to be charged therewith. Unless otherwise specifically set forth under a particular provision, any amendment or modification shall require the overall consent of both parties. 15. Nothing contained in this Agreement shall be construed so as to require the commission of any act contrary to law, and whenever there is a conflict between any provision of this Agreement and any statute, law, ordinance, rule, order or regulation, the later shall prevail, but in such event any such provision of this Agreement shall be curtailed and limited only to the extent necessary to bring it within the legal requirements. 16. This Agreement, and all rights and obligations contained herein shall be binding on and inure to the benefit of the parties hereto and their respective heirs, executors, legal and personal representatives, successors and assigns. It is also specifically agreed and understood that this Agreement shall be binding upon any successor-in-interest to the Company by way of merger, consolidation or otherwise. 17. Any controversy arising out of or in connection with this Agreement, or any amendment thereof, shall be determined and settled by arbitration in accordance with the rules of the American Arbitration Association. The venue for such arbitration shall be exclusively San Bernardino County, the State of California, and any award rendered shall be final and binding on each and all of the parties thereto and their successor-in-interest, and judgment may be entered thereon in any court having jurisdiction thereon. In any such proceeding, the Arbitrator shall be and hereby is empowered to render an award directing specific performance. Each individual party shall take responsibility for obligations pertaining to costs associated with their own legal representation. 18. All notices among the parties hereto shall be in writing and shall be deemed duly served when personally delivered to another party or, in lieu of such personal service, when deposited in the United States mail, certified and return receipt requested, with first class postage prepaid thereon, addressed as set forth above, or in such other place as may be specified in any written notice given pursuant to this paragraph as the address for service of notice. All notices shall be delivered to the parties addresses as witnessed below. Company: Scott Sand, CEO & Chairman Ingen Technologies, Inc. 285 E. County Line Rd. Calimesa, CA 92320 (800) 259-9622 Tax ID No. 88-0429044 Contractor: Elizabeth S. Wald 12437 Cardiff Drive Tampa, Florida 33625 19. This Agreement shall be governed and construed in accordance with laws of the State of California. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above and agree to all of the terms and conditions of this Agreement setforth herein. The Contractor: /s/ Elizabeth S. Wald ------------------------------------ --------------- Elizabeth S. Wald, Individual Date The Company: /s/ Scott Sand October 12, 2005 ------------------------------------ --------------- Scott Sand, CEO Date SCHEDULE-A CONTRACTOR RESPONSIBILITIES: TO ANSWER ALL INCOMING CALLS FROM 800-259-9622. THIS IS OUR SALES NUMBER FOR CUSTOMERS WHO HAVE PURCHASED EQUIPMENT. ALL CALLS SHOULD BE DEFERRED AS FOLLOWS: 1. ANY CUSTOMER CALLING ABOUT SECURE BALANCE SHOULD BE REFERRED TO GREGG WEDELL AS FOLLOWS: SECURE BALANCE NATIONAL SALES OFFICE 1639 Embassy Dr., Unit-102 West Palm Beach, FL 33401 Toll-Free: (877) 330-3070 Fax: (561)-640-6918 Gpw1@adelphia.net 2. ANY CALLS REGARDING INVESTOR RELATIONS AND PURE PRODUCE SHOULD BE REFERRED TO CHRIS WIRTH AS FOLLOWS: ADMINISTRATIVE OFFICE 35193 Avenue "A", Suite-C Yucaipa, California 92399 Phone: (909) 790-7180 Fax: (909) 790-7185 Cell: 909-835-5700 Chris@Ingen-Tech.com 3. ALL OTHER CALLS SHOULD BE SENT TO SCOTT SAND AT 951-675-3266. ANY PERSONAL CALLS SHOULD BE KEPT CONFIDENTIAL AND EMAILED TO THE APPROPRIATE PERSON. DO NOT FAX, LEAVE A VOICE MESSAGE OR USE ANY THRID PARTY PERSON TO PASS ON A PERSONAL CALL. PLEASE USE EMAIL. EX-10.3 3 ingen_ex1003.txt EXHIBIT 10.3 [Ingen Technologies, Inc. logo] 285 E. County Line Road, Calimesa California 92320 (800) 259-9622 FAX: (800) 777-1186 DISTRIBUTION AGREEMENT This Agreement made effective as of this 15th day of November, 2005, by and between Siegel Performance Systems, Inc., a New York Corporation, further referred to as the ("Contractor"), whose principal address is 12 Christa Court, Huntington, NY 11743; and INGEN TECHNOLOGIES, INC., A Nevada Corporation, further referred to as the ("Company"), whose principal address is 285 E. County Line Road, Calimesa, California 92320, and is made with reference to the following. RECITALS A. The Company is a Medical Device Manufacturer, and in the business of providing medical products and services on a Global basis. Said products and services are inclusive of, but not limited to, vestibular function testing and balance testing, referred to as "Secure Balance(TM)". B. The Company desires to engage the services of the Contractor to distribute Secure Balance(TM) as described in Exhibit-A. The Company authorizes domestic and export rights to the Contractor for all sales of the Secure Balance (TM). C. The Contractor has the expertise, knowledge and resources for development and implementation of the distribution of Secure Balance(TM) products and agrees to and accepts to sell the Secure Balance(TM) products. D. The Company will provide product, installation, training, market assistance, promotional materials and other developmental documentation used to promote said products and services in accordance to all laws of which govern the Company in this type of industry. E. The Company desires to utilize the Contractor's expertise, knowledge and other resources for developing and promoting said services as described in the above Recitals for the purpose of establishing sales of Secure Balance(TM) products and services, and as such, the Contractor desires to distribute the Secure Balance(TM) products and services provided by the Company. NOW, THEREFORE, the Parties mutually agree as follows: 1. In consideration of the Contractor furnishing the expertise, knowledge and other resources in providing said services and market assistance as set forth in the above Recitals hereof, the Company agrees to pay the Contractor 10% (ten percent) of the sale price, not inclusive of taxes or freight. 2. The Company authorizes the Contractor, and any of his sub-marketing groups, to market, promote and sell the products and services of the Company as described in Exhibit-A. Any other products and services offered by the Company are not a part of this Agreement and may not be sold and/or marketed by the Contractor without the written permission or authorization from the Company. 3. As a part of the services specified herein, the Contractor accepts the above considerations and understands his/her rights to sell said services within the United States and abroad. The Contractor agrees to provide his/her "best efforts" to distribute and sell the Secure Balance(TM) products and services. 4. The Contractor is only responsible to market and sell the Secure Balance(TM) program. The Company is responsible to provide installation, training, clinical/technical support, and warranty repair to the customer. 5. Except for the amounts paid to the Contractor as stated in paragraph-1 and within the Recitals herein, the Contractor shall not be entitled to other payment and/or reimbursement for expenses incurred pursuant to this Agreement. All costs and expenses incurred by the Contractor in rendering said services shall be reimbursed or advanced by the Company only upon written authorization to the Contractor by the Company. 6. The Company agrees to provide full and proper assistance to the Contractor inclusive of administrative support, technical support, and professional support on a best efforts basis and within regulatory guidelines and laws set forth for providing said services and without penalty to the Contractor. 7. The Contractor agrees to provide the Company with proper tax documentation and identification upon the signing of this Agreement in accordance to State and Federal tax laws. 8. The relationship between both parties created by this Agreement is that of principal ("the Company") and Outside Contractor ("the Contractor") in that the time spent and the professional manner in which the services are performed shall solely be the responsibility of the Contractor. However, the Contractor agrees to use their best and most diligent efforts, within all laws, to provide the resources and expertise under the terms and conditions setforth herein. 9. During the term of this Agreement the Contractor has the right to promote services, either directly and/or indirectly, to any entity that has a similar products as provided by the Company for the duration of this Agreement. 10. In consideration of the importance of confidentiality, non-disclosure and trade secrets, the Contractor acknowledges that during the course of this Agreement between the Company and the Contractor, the Contractor has had access to and will continue to have access to various confidential information and trade secrets consisting of compilations of information, records, specifications and trade lists, which are owned by the Company and which are regularly used in the operation of the Company's business. The Contractor specifically agrees to NOT distribute the product pricing of the Company, nor use the brand name on any of their pricing to their clients. Further, the Contractor will agree to keep confidential all material related to or made a part of this Agreement from any client, employee, associate and/or the like. In consideration of continued engagement through this Agreement during the period of the Agreement by the Company, the Contractor shall not disclose any of the aforesaid confidential information or trade secrets, directly or indirectly, nor use them in any way, either during the term of this Agreement or at any time thereafter, except as required in the Contractor's engagement with the Company, but does not include information already within the public domain at the time the information is acquired by the Contractor, or information that subsequently becomes public through no act or omission of the Contractor. In further consideration of continued engagement and during the period of the Agreement, all files, records, documents, drawings, specifications, equipment and similar items relating to the business of the Company, whether prepared by the Contractors or otherwise, coming into the Contractor's possession shall remain the exclusive property of the Company and shall not be removed from the Company's premises under any circumstances whatsoever without prior written consent of the Company. 11. This Agreement shall continue in effect for a period of two years (2-yrs), and may be continued thereafter only by the express mutual agreement of both parties. This agreement may be terminated only for cause or breech of any terms and conditions setforth herein. 12. This document contains the entire Agreement of the parties relating to this Agreement and correctly sets forth the rights, duties and obligations of all parties hereto. Any prior agreements, promises, negotiations and/or representations not expressly set forth in this Agreement is of no force and effect. 13. No waiver of any term or condition of this Agreement shall be deemed or construed to be a waiver of such term or condition in the future, or of any preceding or subsequent breach of the same or any other term or condition of this or any other agreement. All remedies, rights, undertakings, obligations and agreements contained in this Agreement shall be cumulative and none of them shall be in limitation of any other remedy, right, undertaking, obligation or agreement of either party hereto. 14. No amendment or modification of this Agreement or of any covenant, condition or limitation herein contained shall be valid unless in writing and duly executed by the party to be charged therewith. Unless otherwise specifically set forth under a particular provision, any amendment or modification shall require the overall consent of both parties. 15. Nothing contained in this Agreement shall be construed so as to require the commission of any act contrary to law, and whenever there is a conflict between any provision of this Agreement and any statute, law, ordinance, rule, order or regulation, the later shall prevail, but in such event any such provision of this Agreement shall be curtailed and limited only to the extent necessary to bring it within the legal requirements. 16. This Agreement, and all rights and obligations contained herein shall be binding on and inure to the benefit of the parties hereto and their respective heirs, executors, legal and personal representatives, successors and assigns. It is also specifically agreed and understood that this Agreement shall be binding upon any successor-in-interest to the Company by way of merger, consolidation or otherwise. 17. Any controversy arising out of or in connection with this Agreement, or any amendment thereof, shall be determined and settled by arbitration in accordance with the rules of the American Arbitration Association. The venue for such arbitration shall be exclusively San Bernardino County, the State of California, and any award rendered shall be final and binding on each and all of the parties thereto and their successor-in-interest, and judgment may be entered thereon in any court having jurisdiction thereon. In any such proceeding, the Arbitrator shall be and hereby is empowered to render an award directing specific performance. Each individual party shall take responsibility for obligations pertaining to costs associated with their own legal representation. 18. All notices among the parties hereto shall be in writing and shall be deemed duly served when personally delivered to another party or, in lieu of such personal service, when deposited in the United States mail, certified and return receipt requested, with first class postage prepaid thereon, addressed as set forth above, or in such other place as may be specified in any written notice given pursuant to this paragraph as the address for service of notice. All notices shall be delivered to the parties addresses as witnessed below. Company: Scott Sand, CEO & Chairman Ingen Technologies, Inc. 285 E. County Line Rd. Calimesa, CA 92320 (800) 259-9622 Tax ID No. 88-0429044 Contractor: Mark Siegel, President SIEGEL PERFORMANCE SYSTEMS 12 Christa Court Huntington, NY 11743 Phone: 631-367-9044 Fax: 631-367-2648 Email: msiegel@optonline.net 19. This Agreement shall be governed and construed in accordance with laws of the State of California. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above and agree to all of the terms and conditions of this Agreement setforth herein. The Contractor: /s/ Mark Siegel --------------------------------- -------------------- Mark Siegel, President Date SIEGEL PERFORMANCE SYSTEMS The Company: /s/ Scott Sand November 15, 2005 --------------------------------- -------------------- Scott Sand, CEO Date Ingen Technologies, Inc. EX-31.1 4 ingen_ex3101.txt Exhibit 31.1 CERTIFICATION I, Scott R. Sand, certify that: 1. I have reviewed this quarterly report on Form 10-QSB of Ingen Technologies, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report; 4. The small business issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (c) Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and 5. The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's Board of Directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting. Date: January 13, 2006 /s/ Scott R. Sand --------------------------------------------------- Scott R. Sand, Chief Executive Officer and Chairman EX-31.2 5 ingen_ex3102.txt Exhibit 31.2 CERTIFICATION I, Thomas J. Neavitt, certify that: 1. I have reviewed this quarterly report on Form 10-QSB of Ingen Technologies, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report; 4. The small business issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (c) Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and 5. The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's Board of Directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting. Date: January 13, 2006 /s/ Thomas J. Neavitt ---------------------------------- Thomas J. Neavitt, Secretary and Chief Financial Officer EX-32 6 ingen_ex3200.txt Exhibit 32 CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 Each of the undersigned hereby certifies, in accordance with 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, in his capacity as an officer of Ingen Technologies, Inc. (the "Company"), that, to his knowledge, the Quarterly Report of the Company on Form 10-QSB for the period ended November 30, 2005, fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 and that the information contained in such report fairly presents, in all material respects, the financial condition and results of operation of the Company as of the dates and for the periods presented in the financial statements included in such report. Dated: January 13, 2006 /S/ Scott R. Sand -------------------------------------- Scott R. Sand, Chief Executive Officer and Chairman Dated: January 13, 2006 /S/ Thomas J. Neavitt -------------------------------------- Thomas J. Neavitt, Secretary and Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----